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Exhibit 10.17
ADVISORY AGREEMENT
ADVISORY AGREEMENT (the "Agreement") dated as of January 1, 1999, by and
between Metallurg, Inc. ("MI"), a Delaware corporation with an office at 0 Xxxx
00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, and Safeguard International Management
LLC ("Safeguard"), a Delaware limited liability company with an office at 800
The Safeguard Building, 000 Xxxxx Xxxx Xxxxx, Xxxxx, Xxxxxxxxxxxx 00000.
WHEREAS, Safeguard has provided certain services to MI in connection with
the structuring and consummation of the transactions provided for under that
certain Agreement and Plan of Merger dated as of June 15, 1998 (the "Merger
Agreement") by and among Metallurg Holdings, Inc., MI and Metallurg Acquisition
Corp., a Delaware corporation.
WHEREAS, Safeguard has continued to provide certain advisory and other
services to MI after the consummation of the transactions contemplated by the
Merger Agreement with respect to MI's structure, its operations and other
matters;
WHEREAS, Safeguard has incurred certain expenses with respect to the
provision of such services including but not limited to costs incurred by
Safeguard with respect to Safeguard employees being assigned to MI.
NOW, THEREFORE, in consideration of the premises and the mutual agreements
herein contained, the parties agree as follows:
1. Responsibility of Safeguard
Safeguard shall provide to MI certain information and services related to
MI's business and affairs as required. Such information and services shall
include, without limitation, evaluation and interpretation of financial and
industry data, preparation of reports concerning financial and structuring
strategies and alternatives, strategic planning, identification of acquisition
candidates, assistance in obtaining financing, assistance in arranging credit
facilities and loans from banks, introduction to capital sources and provision
of Safeguard employees to MI as required.
2. Advisory Fee; Expenses
In consideration of the benefits and services MI has received to date and
shall receive hereunder, during the term hereof, MI shall pay to Safeguard, an
advisory fee (the "Advisory Fee") of $33,000 per month payable within five
business days after the end of each month, commencing January 1, 1999.
3. Term
This Agreement shall commence on the date first above written and shall
terminate on June 30, 2000; provided, however, that such termination shall not
relieve MI of its obligation to pay any fees which had accrued but not yet been
paid to Safeguard prior to such termination.
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4. Notices
Notice to be given to the parties hereunder shall be in writing and shall
be deemed given upon personal delivery to an officer of a party or two business
days after being mailed, postage prepaid, by United States certified mail,
return receipt requested to the address of the respective parties set forth on
the first page hereof. Either party hereto may designate a new address at any
time by notifying the other party in the manner set forth above.
5. Modification
This Agreement contains the entire agreement of the parties with respect
to the subject matter hereof. Any change, modification, amendment or alteration
to this Agreement shall be effected only in writing and signed by the party or
parties against whom enforcement of any such change, modification, amendment or
alteration is sought.
6. Nonwaiver
The failure of any party hereto, at any time, to require performance by
any party hereto of any provision hereof, shall in no way affect the right of
such failing party hereafter to enforce such provision nor shall any waiver by
any party of any breach of any provisions hereof be taken or held to be a
waiver of any succeeding breach of such provision or as a waiver of the
provision itself.
7. Severability
If any provision or provisions of this Agreement is held to be invalid or
unenforceable, such provision shall be automatically reformed and construed so
as to be valid, operative and enforceable to the maximum extent permitted by
law or equity while most nearly preserving its original intent. The invalidity
of any part of this Agreement shall not render invalid the remaining provisions
of this Agreement and, to that extent, the provisions of this Agreement shall
be deemed to be severable.
8. Headings
The headings of this Agreement are inserted for convenience only and shall
not be considered in construction of the provisions hereof.
9. Assignment and Successors; Binding Effect, etc.
The rights and obligations of Safeguard and MI under this Agreement shall
inure to the benefit of and shall be binding upon the successors of
Safeguard and MI and may not be assigned or delegated without the prior written
consent of the other party hereto, and any such purported assignment or
delegation shall be null and void.
10. Governing Law
The terms of this Agreement shall be governed by and construed in
accordance with the laws of the State of New York without regard to principles
of conflicts of law.
11. Counterparts
This Agreement may be executed in counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
instrument.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
December 22, 1999 effective as of January 1, 1999.
Metallurg Inc.
By: /s/ Xxxxx X. Xxxx
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Name: Xxxxx X. Xxxx
Title: Vice President, Finance and
Chief Financial Officer
Safeguard International Management, LLC
By: /s/ Xxxxxx Xxxxxxx
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Name: Xxxxxx Xxxxxxx
Title:
